USB DEF 14A DEF-14A Report April 19, 2011 | Alphaminr
US BANCORP \DE\

USB DEF 14A Report ended April 19, 2011

US BANCORP \DE\
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TABLE OF CONTENTS
QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING AND VOTINGSECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENTPROPOSAL 1 ELECTION OF DIRECTORSDirector Selection and QualificationsDirector NomineesCORPORATE GOVERNANCEDirector IndependenceBoard Meetings and CommitteesRisk Oversight by the Board of DirectorsBoard Leadership StructureMajority Vote Standard for Election of DirectorsExecutive Sessions of the BoardSuccession Planning and Management DevelopmentDirector PoliciesCERTAIN RELATIONSHIPS AND RELATED TRANSACTIONSRelated Persons TransactionsReview of Related Person TransactionsCOMPENSATION DISCUSSION AND ANALYSISExecutive SummaryPhilosophy and Objectives of Our Executive Compensation ProgramComponents of CompensationDecision-Making and PoliciesCompensation Determinations for Named Executive OfficersCompensation Committee ReportEXECUTIVE COMPENSATIONSummary Compensation TableGrants of Plan-Based AwardsOutstanding Equity AwardsOption Exercises and Stock VestedPension BenefitsNonqualified Deferred CompensationPotential Payments Upon Termination or Change-in-ControlDIRECTOR COMPENSATIONAUDIT COMMITTEE REPORT AND PAYMENT OF FEES TO AUDITORAudit Committee ReportFees to Independent AuditorAdministration of Engagement of Independent AuditorPROPOSAL 2 RATIFICATION OF SELECTION OF AUDITORPROPOSAL 3 ADVISORY VOTE ON EXECUTIVE COMPENSATIONPROPOSAL 4 ADVISORY VOTE ON THE FREQUENCY OF FUTURE ADVISORY VOTES ON EXECUTIVE COMPENSATIONPROPOSAL 5 SHAREHOLDER PROPOSAL REQUESTING AN ANNUAL ADVISORY VOTE ON DIRECTOR COMPENSATIONANNUAL REPORT TO SHAREHOLDERS AND FORM 10-KSECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCEHOUSEHOLDING OF PROXY MATERIALSOTHER MATTERS